Founder Advisor Standard Template
This Founder Advisor Standard Template (the “Agreement”) is entered into the date set
forth on the signature page by and between the undersigned company (the “Company”) and the
undersigned advisor (the “Advisor”).
The parties agree as follows:
1. Services. Advisor agrees to act as a mentor or advisor to the Company and provide advice
and assistance to the Company from time to time as further described on Schedule A attached
hereto or as otherwise mutually agreed to by the parties (collectively, the “Services”).
2. Compensation. Advisor shall be entitled to receive 10,000 Xtreamly Tokens as compensation
for the services provided to the company.
3. Expenses. The Company shall reimburse Advisor for reasonable travel and related expenses
incurred in the course of performing services hereunder, provided, however, that any expenses
shall be approved by the Advisor emailing a request including the nature of the expense and a
maximum amount to the company for approval.
4. Term and Termination. The term of this Agreement shall continue until terminated by either
party for any reason upon Thirty (30) days prior written notice without further obligation or
liability.
5. Independent Contractor. Advisor’s relationship with the Company will be that of an
independent contractor and not that of an employee. Advisor will not be eligible for any
employee benefits, nor will the Company make deductions from payments made to Advisor for
employment or income taxes, all of which will be Advisor’s responsibility. Advisor will have no
authority to enter into contracts that bind the Company or create obligations on the part of the
Company without the prior written authorization of the Company.
6. Nondisclosure of Confidential Information.
a. Agreement Not to Disclose. Advisor agrees not to use any Confidential Information (as
defined below) disclosed to Advisor by the Company for Advisor’s own use or for any
purpose other than to carry out discussions concerning, and the undertaking of, the
Services. Advisor agrees to take all reasonable measures to protect the secrecy of and
avoid disclosure or use of Confidential Information of the Company in order to prevent it
from falling into the public domain or the possession of persons other than agents of the
Company or persons to whom the Company consents to such disclosure. Upon request by
the Company, any materials or documents that have been furnished by the Company to
Advisor in connection with the Services shall be promptly returned by Advisor to the
Company.
b. Definition of Confidential Information. “Confidential Information” means any information,
technical data or know-how (whether disclosed before or after the date of this Agreement),
including, but not limited to, information relating to business and product or service plans,
financial projections, customer lists, business forecasts, sales and merchandising, human
resources, patents, patent applications, computer object or source code, research,
inventions, processes, designs, drawings, engineering, marketing or finance to be
confidential or proprietary or which information would, under the circumstances, appear to
a reasonable person to be confidential or proprietary. Confidential Information does not
include information, technical data or know-how that: (i) is in the possession of Advisor at
the time of disclosure, as shown by Advisor’s files and records immediately prior to the
time of disclosure; or (ii) becomes part of the public knowledge or literature, not as a direct
or indirect result of any improper inaction or action of Advisor. Notwithstanding the
foregoing, Advisor may disclose Confidential Information with the prior written approval of
Founder Advisor Standard Template Page | 2
the Company or pursuant to the order or requirement of a court, administrative agency or
other governmental body.
7. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under
any patent, copyright or other intellectual property right of the Company, nor shall this
Agreement grant Advisor any rights in or to the Company’s Confidential Information, except the
limited right to use the Confidential Information in connection with the Services.
8. Assignment of Intellectual Property. To the extent that Advisor jointly or solely conceives,
develops or reduces to practice any new inventions, original works of authorship,
developments, concepts, know-how, improvements or trade secrets, whether or not patentable
or registrable under copyright or similar laws or other intellectual property which would be
deemed to be Confidential Information of the Company (collectively, “Intellectual Property”)
which clearly relates to the Company’s business or technology and has been created by the
Advisor solely in the course of the performance of Services such as in correspondence, e-
mails, meetings or meetings relating to the Company, Advisor hereby acknowledges that it is
“work made for hire” for the benefit of the Company and hereby assigns all rights, titles and
interest to such Intellectual Property to the Company.
9. Duty to Assist. As requested by the Company and only with respect to Intellectual Property
created by Advisor for the Company as provided in paragraph 8 above, Advisor shall take all
steps reasonably necessary to assist the Company in obtaining and enforcing in its own name
any such Intellectual Property right. Advisor’s obligation to assist the Company shall continue
beyond the termination of Advisor’s relationship with the Company, but the Company shall
compensate Advisor at a reasonable rate after the termination of such relationship for time
actually spent at the Company’s request providing such assistance.
10. No Conflicts. Advisor represents that Advisor’s compliance with the terms of this
Agreement and provision of Services hereunder will not violate any duty which Advisor may
have to any other person or entity (such as a present or former employer), and Advisor agrees
that Advisor will not do anything in the performance of Services hereunder that would violate
any such duty. In addition, Advisor agrees that, during the term of this Agreement, Advisor shall
promptly notify the Company in writing of any direct competitor of the Company which Advisor
is also performing services. It is understood that in such event, the Company will review
whether Advisor’s activities are consistent with Advisor remaining as an advisor of the
Company.
11. Miscellaneous. Any term of this Agreement may be amended or waived only with the written
consent of the parties. So long as you continue to serve as an advisor to the Company, you
hereby consent to the Company including your name on its marketing materials, Web site or
private placement memo, or offering materials as an advisor of the Company. This Agreement,
including any schedules hereto, constitute the sole agreement of the parties and supersedes
all oral negotiations and prior writings with respect to the subject matter hereof. The validity,
interpretation, construction and performance of this Agreement shall be governed by the laws
of the State of California, without giving effect to the principles of conflict of laws. This
Agreement may be executed in counterparts, each of which shall be deemed an original, but
all of which together will constitute one and the same instrument.
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Signature Page
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of ___/____/_____.
Company Advisor
By: XtreamlyName: Sogol MalekAddress: Max-Lebsche-Platz 36, 81377Munich, Bayern, Germany By: __________________________Name: Amirteymour MoazamiAddress: Atherton, CA, USA
Advisor Compensation
Advisor
Performance
Level Stage
Idea Stage Startup Stage Growth Stage
Standard ____ ____ (0.25%) ____ ____ (0.20%) ____ ____ (0.15%)
Strategic ____ ____ (0.50%) ____ ____ (0.40%) ____ ____ (0.30%)
Expert ____ ____ (1.00%)
Advisor
Performance
Level
____ ____ (0.60%)
Both parties must initial in one box to designate the Advisor Compensation.
Type of Security:
____ x____ Option to purchase Common Stock or
____ ____ Restricted Common Stock
Both parties must initial in one box to designate the Type of Security.
Total Number of Shares of Common Stock:
__________ shares so long as Advisor satisfies the Performance
Level of Service as checked above*
If the Company’s capitalization structure is currently unknown, fill in ‘TBD’ above.
Vesting Period:
All shares (other than the bonus level of shares) shall vest on a pro rata basis monthly over a 2
year period with a 3-month cliff period. The bonus shares shall vest if Advisor has satisfied the
bonus level of service as determined by the Company at the end of the 2-year period or prior to
the sale of the Company.
_________ % of unvested shares shall vest on closing of sale of the Company
*Advisor’s performance level of service shall be determined by the Company, and its determination shall be final and
binding; provided that Advisor may request confirmation of the level of service at least each quarter.
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Schedule A:
Services Based on Performance Level
The Advisor Compensation and Services are determined using the guidelines below.
Standard Performance Level
Commitment Services Compensation**
Attend quarterly meetings to
provide feedback on
Company’s strategy for at least
one hour. Attend quarterly meetings of the Company’s Advisory board.Provide reasonable response to email requests by Company.
Promotion: On top of the
regular advice and insights,
Advisor agrees to actively
promote and make introductions on behalf of the Company through Advisor’s overall network of business contacts, including forwarding the Company’s business plan and other materials as requested by the Company.
Idea Stage is 0.25%
Startup Stage is 0.20%
Growth Stage is 0.15%
Strategic Performance Level
Commitment Services Compensation**
Standard Performance plus:
Attend monthly meetings to
provide feedback on
Company’s strategy for at least
one hour.
Attend one additional monthly
meeting for up to one hour with
a potential customer, investor,
strategic partner, vendor or
employee.
Standard Performance plus:
Recruiting: Advisor agrees to
assist Company in finding
additional, potential founding
team members and employees
through the Advisor’s overall
network of business contacts.
Idea Stage is 0.50%
Startup Stage is 0.40%
Growth Stage is 0.30%
Expert Performance Level
Commitment Services Compensation**
Strategic Performance plus:
Twice monthly meetings to
provide feedback on
Company’s strategy for at least
two hours each.
Strategic Performance plus:
Contacts: Advisor agrees to
make introductions to and
assist in the acquisition of
marquee customers, strategic partners and key industry contacts and attend meetings with such potential customers, partners and key contacts.Projects: Advisor agrees to assist the Company on at least one strategic project as requested by the Company during the term of this Agreement.
Idea Stage is 1.00%
Startup Stage is 0.80%
Growth Stage is 0.60%
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** General Percentages with final numbers indicated on the Signature Page to the Agreement and in the applicable Option
or Stock Purchase Agreement.
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